Purchase order terms for the provision of goods and services

1. Basis of Contract

1.1 The order constitutes an offer by us to purchase goods and/or services from you in accordance with these terms. The order shall be deemed to be accepted when you start fulfilling the order, at which point and on which date the contract shall come into existence.

1.2 Unless we have a signed agreement in place with you, these terms apply to the provision of goods and/or services we have engaged you to provide in the order to the exclusion of any other terms that you may seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

1.3 The goods and/or services may be used by us in the course of business (which includes advising and providing services to clients). Other PwC firms may also benefit from and enforce this contract as if it is us.

2. Goods and services

2.1 You will perform the services and/or provide the goods set out in the order (i) with reasonable skill and care, (ii) in accordance with the contract, and (iii) to our satisfaction. You shall obtain and at all time maintain all licences and consents which may be required for the provision of the services and/or goods. Title and risk in the goods shall pass to us upon completion of delivery.

2.2 We will notify you in writing if any goods and/or services are not in accordance with this contract. If it is not in accordance, you will at our direction replace the goods in a reasonable timescale or we may reject the goods and/or terminate this contract in accordance with clause 7.2 (Termination). On termination, you will immediately repay all money we have paid to you in relation to the defective goods.

3. Further obligations

3.1 You and your staff will (i) perform this contract in accordance with all applicable laws in relation to the fulfilment of this order, (ii) not act or omit to act in a manner that causes us to breach any applicable law (including laws regarding data protection, bribery, facilitating tax evasion and modern slavery), (iii) will have in place adequate procedures and prevention procedures as specified in the Bribery Act 2010, the Criminal Finances Act 2017 and the Modern Slavery Act 2015 (each as amended and superseded from time to time) respectively, (iv) will observe all health and safety and regulations and any other security requirements that apply at any of our premises, and (v) will maintain a policy of professional indemnity insurance and a policy public and product liability insurance and any other insurance required by law.

3.2 You shall notify us immediately in writing if you become aware or have reason to believe that you, or any of your personnel have breached or potentially breached any of your obligations under clause 3.1. Any notice under this clause 3.2 shall set out full details of the circumstances concerning the breach or potential breach of your obligations.

3.3 You will, and you will ensure that your staff will, comply with our third party code of conduct available at https://www.pwc.co.uk/supplierpolicies, as updated from time to time.

3.4 On our written request, you will provide us with information demonstrating your compliance with this contract, including in relation to modern slavery and human trafficking and reasonable requests to support us in meeting our environmental targets as well as providing any third party security audit reports. You will ensure all responses in relation to the above are complete and accurate.

4. Confidentiality

Both parties agree to use the other’s confidential information only in relation to the services, and not disclose it except where required by law or regulation or by a professional body of which we are a member but subject always to the restrictions under clause 6 (Data protection and information security). You agree that our information will be treated as confidential information for the purposes of this clause 4. You shall not use our confidential information for any purpose other than performing this contract. We may give confidential information to other PwC firms as long as they are bound by confidentiality obligations.

5. Liability

5.1 Liability cap – Subject to clause 5.3, each party’s total liability for all claims connected with the services and/or goods or this contract (including but not limited to negligence) is limited to the fees payable for the services.

5.2 Reimbursement – You agree to reimburse us for any liability (including legal costs) that we incur in connection with (i) a breach by you of clause 4 (Confidentiality), (ii) a breach by you of clause 6 (Data protection and information security), or (iii) any allegation from a third party that the services and/or goods infringe the third party’s intellectual property rights. The financial cap on liability set out in clause 5.1 will not apply in relation to this reimbursement obligation

5.3 Unlimited liability – Nothing in these terms will limit a party’s liability for (i) death or personal injury caused by that party’s negligence, (ii) that party’s fraud or (iii) anything else that cannot by law be limited.

6. Data protection and information security

6.1 Data and data protection obligations – In relation to personal data processed under this contract, you and we will each be independent controllers and will (i) comply with (and you will not cause PwC firms or their clients to breach) data protection laws, and (ii) promptly (and in any event within 2 business days) inform the other party of any relevant notices or requests. In the event there is any additional processing of personal data during the contract, the parties will agree any further relevant changes to the contract.

6.2 Incident management – You will inform the PwC UK IT Service Desk on 0800 0132 232 immediately after becoming aware of an incident, take immediate steps to contain the incident and provide any additional information and assistance as requested by us.

7. General

7.1 Changes – Changes to the contract will be effective only when agreed by the parties in writing.

7.2 Termination - immediate notice – We may end this contract immediately by giving written notice to you if (i) you materially breach it and (if capable of remedy) you do not remedy the breach within 14 days, (ii) you are, or appear likely to be, unable to pay your debts or become insolvent, (iii) the performance of it (including the application of any fee arrangements) may breach a legal or regulatory requirement, or (iv) there is a material change in the individuals or entities that own or control you. We have the additional right to suspend this contract if the termination right at (iii) above arises. Any breach by you of clauses 3.1, 4, 6 or the third party code of conduct, is deemed to be a material breach not capable of remedy.

7.3 Termination - On notice - We may end this contract at any time on prior written notice.

7.4 Entire agreement – These terms and the order form the entire agreement between the parties in relation to the services.

7.5 Publicity – You agree not to publicise your relationship with us and not use PwC’s name, brand or trademarks, save with our prior written consent (to be provided in our sole discretion).

7.6 Independent contractor – In providing services to us, you are acting only as an independent contractor and neither party is an agent for or partner of the other party.

7.7 Waiver – No failure or delay by a party to exercise any right will constitute a waiver of that right nor restrict the further exercise of that right. No single or partial exercise of any right will restrict the further exercise of that or any other right.

7.8 Rights of third parties – Except as described in clause 1.3, a person who is not a party to this contract has no rights to enforce it.

7.9 Survival – Any clause that is meant to continue will do so, including but not limited to clause 3.1(v), 4, 5, 6, 7 and 8.

7.10 Law and jurisdiction - This contract and any dispute arising from it, whether contractual or non- contractual, will be governed by English law and be subject to the exclusive jurisdiction of the English courts. If a dispute arises, the parties will attempt to resolve it by discussion, negotiation and mediation before commencing legal proceedings.

8. Interpretation

In this contract the following words and expressions have the following meanings:

the contract – these terms, the order and any documents referred to in them

data protection laws – means applicable data protection laws, including (without limitation) the Data Protection Act 2018, the General Data Protection Regulation (EU) 2016/679, and the General Data Protection Regulation (EU) 2016/679 as it forms part of the law of England and Wales by virtue of section 3 of the European Union (Withdrawal) Act 2018. The terms “personal data” and “processing” have the meanings given to them in the data protection laws

environmental targets - PwC’s global environment commitments including its worldwide science-based commitment to reach net zero greenhouse gas emissions by 2030, as further detailed at: https://www.pwc.com/gx/en/about/net-zero.html

goods – the goods set out in the order and/or any outputs of the services (if applicable)

incident – any accidental, unlawful, or unauthorised destruction, loss, alteration, processing, disclosure of, or access to any PwC data (including any personal data) or to any facilities or systems where such data is maintained

intellectual property rights - rights under the Copyrights, Designs and Patents Act 1988, Patents Act 1977 and Trade Marks Act 1994 (each as amended or superseded from time to time) and any subsidiary legislation and whether such rights are registered or unregistered, any other analogous or similar rights arising anywhere in the world, and any other intellectual property rights of any kind including goodwill

order – the purchase order issued via Coupa that incorporates these terms along with any attachments to the purchase order which sets out the details of the supply

PwC data - means anything provided or made available to you or your staff by us in any electronic or tangible medium, or which you are required to generate, collect, process, store and/or transmit under this contract (including personal data)

PwC firm – means PricewaterhouseCoopers LLP a limited liability partnership incorporated in England under number OC303525 and any other entity or partnership within the United Kingdom network of PricewaterhouseCoopers firms and entities

services – the services set out in the order

staff – your employees, contractors, directors, partners, and those of any of your subcontractors, who are involved in the provision of the services

we, us, our – refers to the PwC firm as may be set out in the order

you, your, supplier - the supplier firm or entity set out in the order